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CNI Canadian National Railway

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FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of April 2020

 

Commission File Number: 001-02413

 

Canadian National Railway Company

(Translation of registrant’s name into English)

 

935 de la Gauchetiere Street West

Montreal, Quebec

Canada H3B 2M9

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

o

Form 40-F

x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes

o

No

x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes

o

No

x

 

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

Yes

o

No

x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

 

 


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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

Canadian National Railway Company

 

 

 

 

 

 

Date:

April 29, 2020

 

By:

/s/ Cristina Circelli

 

 

 

 

Name:

Cristina Circelli

 

 

 

 

Title:

Vice-President Deputy Corporate Secretary and General Counsel

 

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CANADIAN NATIONAL RAILWAY COMPANY

 

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Items

 

Description

 

 

 

1

 

Report of Voting Results April 29, 2020

 

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Item 1

 

 

 

www.cn.ca

 

Corporate Services

 

Sean Finn

Executive Vice-President Corporate
Services

and Chief Legal Officer

 

935 de La Gauchetiere Street West

Montreal, Quebec H3B 2M9

Canada

Telephone: (514) 399-7091

Facsimile: (514) 399-4854

Services corporatifs

 

 

Vice-président exécutif Services corporatifs
et chef de la direction des Affaires
juridiques

 

935, rue de La Gauchetière Ouest

Montréal (Québec) H3B 2M9

Canada

Téléphone : 514-399-7091

Télécopieur : 514-399-4854

 

VIA SEDAR

 

April 29, 2020

 

To:                             Autorité des marchés financiers

Alberta Securities Commission

British Columbia Securities Commission

Manitoba Securities Commission

New Brunswick Securities Commission

Superintendent of Securities Office, Newfoundland & Labrador

Department of Justice, Northwest Territories

Nova Scotia Securities Commission

Ontario Securities Commission

Superintendent of Securities Office, Prince Edward Island

Saskatchewan Financial Services Commission

Yukon Securities Office

Department of Justice, Nunavut

 

RE:                          Canadian National Railway Company
Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)

 

Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Tuesday, April 28, 2020, at 10:00 a.m., (Eastern Daylight Time) via live webcast (the “Meeting”), and in accordance with section 11.3 of NI 51-102 — Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting.

 

1. Election of Directors

 

A ballot was conducted with respect to the election of directors. The 13 director nominees proposed by management were elected as directors. According to proxies received and ballots cast, each of the following 13 individuals were elected as directors of the Company until the next annual shareholder meeting or until such person’s successor is elected or appointed, with the following results:

 

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NAME OF NOMINEE

 

VOTES FOR

 

%

 

VOTES WITHHELD

 

%

 

Shauneen Bruder

 

545,457,856

 

99.89

 

591,800

 

0.11

 

Donald J. Carty

 

538,834,662

 

98.68

 

7,214,994

 

1.32

 

Amb. Gordon D. Giffin

 

520,766,087

 

95.37

 

25,283,569

 

4.63

 

Julie Godin

 

541,458,782

 

99.16

 

4,590,874

 

0.84

 

Edith E. Holiday

 

455,478,279

 

83.41

 

90,571,377

 

16.59

 

V. Maureen Kempston Darkes

 

515,296,991

 

94.37

 

30,752,665

 

5.63

 

The Hon. Denis Losier

 

507,409,744

 

92.92

 

38,639,912

 

7.08

 

The Hon. Kevin G. Lynch

 

526,256,845

 

96.38

 

19,792,811

 

3.62

 

James E. O’Connor

 

542,510,887

 

99.35

 

3,538,769

 

0.65

 

Robert Pace

 

523,415,700

 

95.85

 

22,633,956

 

4.15

 

Robert L. Phillips

 

513,210,381

 

93.99

 

32,839,275

 

6.01

 

Jean-Jacques Ruest

 

541,716,262

 

99.21

 

4,333,394

 

0.79

 

Laura Stein

 

519,315,435

 

95.10

 

26,734,221

 

4.90

 

 

2. Appointment of Auditors

 

KPMG LLP was appointed as the Company’s auditors until the next annual meeting of shareholders, by a majority of the shareholders on vote by ballot. The percentage of common shares with proxies received “FOR” the appointment of the auditors was 95.87% of the common shares represented as follows:

 

Votes For — 538,085,029 (95.87%)

 

Votes Withheld — 23,187,413 (4.13%)

 

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3. Non-binding Advisory Resolution on Executive Compensation

 

A ballot was conducted with respect to the non-binding advisory vote on the Company’s approach to Executive compensation. The percentage of common shares voted “FOR” was 97.48% of the common shares represented at the Meeting as follows:

 

Votes For — 533,046,232 (97.48%)

 

Votes Against — 13,773,526 (2.52%)

 

Yours truly,

 

/s/ Sean Finn

 

Executive Vice-President

Corporate Services and Chief Legal Officer

 

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